Business Standings Report

BUSINESS STANDINGS REPORT AND SERVICES AGREEMENT

WHEREAS

WHEREAS, Report Provider is engaged in the business of researching and preparing verifiable business standing reports and related advisory services, and maintains access to public and proprietary records necessary to compile a Business Standings Report;

WHEREAS, Client Company desires that Report Provider prepare and deliver a Business Standings Report for the entity identified below, summarizing formation, registration status, filings, liens, judgments, and material compliance matters, subject to the terms and conditions contained in this Agreement;

WHEREAS, the parties intend that the preparation of the Business Standings Report and the provision of ancillary services be governed by the terms set forth in this Agreement.

REPORT IDENTIFICATION

Report Number:    Date of Report:

Subject Entity

Jurisdiction of Formation:    Registration Number/ID:    Date of Formation:

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship    Other (specify):

COMPLIANCE & STANDING SUMMARY

Current Status (select one):    Active / In Good Standing    Not in Good Standing    Administratively Dissolved    Pending Filings / Compliance

SCOPE OF WORK

Report Provider shall perform the following services in connection with the Business Standings Report and any agreed follow-up services. The scope below controls; any additional services require written authorization and may be subject to additional fees.

PAYMENT TERMS

Total Fee:    Currency:

Late Payment Fee:    Expenses:

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach not cured within following written notice. Termination shall not relieve the Client of obligations to pay fees for services performed through the termination effective date.

CONFIDENTIALITY

Each party shall retain in confidence all non-public information disclosed by the other party in connection with this Agreement and the Business Standings Report, and shall not use or disclose such information except as necessary to perform its obligations or as required by law. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, is independently developed, or is rightfully received from a third party without restriction. Report Provider may disclose summary findings to affiliates and advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as this clause.

GOVERNING LAW

This Agreement and any dispute arising under or in connection with it shall be governed by and construed in accordance with the laws of: , without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This document, together with any attached exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. Any modification must be in writing and signed by authorized representatives of both parties.

LIMITED REPORTER CERTIFICATION

Report Provider certifies that, to the best of its knowledge after reasonable inquiry, the information set forth in the Business Standings Report is accurate and derived from sources reasonably believed to be reliable as of the Report Date. The Report is provided for the Client's internal use only and is not a legal opinion or guarantee of future status. Client acknowledges that subsequent filings, events or proceedings may affect the entity's standing after the Report Date.

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